RNS No 0554j
WARNER ESTATE HOLDINGS PLC
23rd December 1997

The Company has received today pursuant to Section 324 of Part X of the
Companies Act 1985 (as amended) notification of dealings in the Company's
ordinary shares ("Shares") by directors of the Company as follows:

THE WARNER ESTATE HOLDINGS LONG TERM INCENTIVE PLAN ("the LTIP")

The LTIP was approved by shareholders at an Extraordinary General Meeting of the
Company held on 27 February 1997.  Allocations under the LTIP take the form of a
Bonus Allocation and a Matching Allocation.  The Bonus Allocations represent
annual bonus foregone by the individual and the Matching Allocation represents a
maximum of two Shares for each Share subject to the Bonus Allocation.
Allocations under the LTIP were awarded on 19 December 1997 to senior
executives.  The Shares subject to Allocations are transferable for no payment
in accordance with the LTIP rules on the third anniversary of the date the
Allocations were granted only if certain performance conditions are met.
Allocations were awarded to Main Board Directors as follows:

Director            Number of Shares    Number of Shares      Total
                    subject to Bonus    subject to Matching   Allocation
                    Allocation          Allocation

P C T Warner          2,442               4,883               7,325

A N Batty             4,197               8,394              12,591

TOTAL                 6,639              13,277              19,916

Following this notification, the trustee of the Warner Estate Holdings
Employees' Share Ownership Trust holds a total of 27,300 Shares representing
0.05% of the Company's issued capital.  Under paragraph 2 of Schedule 13 to the
Companies Act 1985, all the executive directors of the Company are deemed to be
interested in these Shares.

Name of contact and telephone number for queries:  D J Veaser - 0171 493 6480

END

RDAOCNCNADDDPBB


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